Legacy Group definition

Legacy Group. Legacy and each corporation filing a consolidated federal Income Tax Return with Legacy as the parent corporation.

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Legacy Group means any or all of: (i) SES Legacy Holdings; (ii) Crestview Partners II SES Investment, LLC; (iii) any funds, limited partnerships or other investment entities or vehicles managed by Crestview Advisors, L.L.C. or controlled by Crestview Partners II GP, L.P.; (iv) B-29 Investments LP; (v) Sunray Capital, LP; (v) any or all of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇,

Legacy Group means any or all of: (i) SES Legacy Holdings, LLC; (ii) Crestview Partners II SES Investment, LLC; (iii) any funds, limited partnerships or other investment entities or vehicles managed by Crestview Advisors, L.L.C. or controlled by Crestview Partners II GP, L.P.; (iv) B-29 Investments LP; (v) Sunray Capital, LP; (v) any or all of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, and any other officers or directors of the Corporation; (v) successors in interest to, assigns of, third-party transferees of, and Affiliates of the persons referenced in the immediately preceding clauses (i) through (v); and (vi) any person (1) who holds equity interests in SES Legacy Holdings, LLC or Crestview Partners II SES Investment, LLC prior to the completion of the Corporate Taxpayer’s or its successor’s initial public offering of Class A Shares and (2) executes an agreement for purposes of maintaining shared control over the governance, business and affairs of the Corporate Taxpayer, prior to or after the completion of the Corporate Taxpayer’s or its successor’s initial public offering of Class A Shares, with any of Crestview Partners II SES Investment, LLC, B-29 Investments LP or Sunray Capital, LP in a form mutually acceptable to the parties thereto.

Examples of Legacy Group in a sentence

Reorganization Documentation Prior to Closing, the Parties will amend any applicable governance, voting, stockholders or similar agreements to which Old PubCo, Opco or any of the Amneal Legacy Group members are party (including, but not limited to, the Opco LLCA, TRA and Stockholders Agreement) in order to (i) effect the Reorganization and (ii) maintain the effectiveness of such agreements following the Reorganization.
Tax Receivable Agreement The Reorganization shall not result in an acceleration of the Tax Receivable Agreement dated as of May 4, 2018, by and among Old PubCo, Opco and the Amneal Legacy Group (the “TRA”).
Corporate Governance New PubCo will retain the same management and board composition as Old PubCo. The charter and bylaws of New PubCo shall have provisions identical to the current charter and bylaws of Old PubCo, including all of the rights of the Amneal Legacy Group contained therein, consistent with Section 251(g) of the DGCL.
The First Merger will meet the requirements of Section 251(g) of the DGCL and will be accomplished without a vote of the stockholders of Old PubCo. Consideration The Amneal Legacy Group will not receive cash consideration in the Reorganization.
The terms of the TRA will be amended to provide that the percentage of the applicable tax savings the Amneal Legacy Group will be entitled to thereunder is decreased from 85% to 75%.
Old PubCo shall file an 8-K disclosing this Term Sheet, and the Amneal Legacy Group shall make appropriate Section 13/16 filings, in each case promptly after execution hereof.
The Ad Hoc Guaranteed Group Backstop Premium and Ad Hoc Legacy Group Backstop Premium shall be paid free and clear of any withholding or deductions on account of taxes and the parties shall treat such amounts as paid by the Debtors in exchange for the issuance of a put right to the Debtors with respect to the Rights Offering.
The treatment of other general unsecured claims will be negotiated and agreed as among the Ad Hoc Guaranteed Group, the Ad Hoc Legacy Group, and the Company.
Excel shall indemnify and hold harmless Legacy and the Legacy Group against any and all Income and Other Taxes specifically attributable to the Excel Assets for all taxable years and periods.
The Ad Hoc Guaranteed Group shall be entitled to 58% of the New Share Component; the Ad Hoc Legacy Group shall be entitled to 42% of the New Share Component.

More Definitions of Legacy Group

Legacy Group means (i) with respect to U.S. federal income Taxes, any affiliated group of corporations (as defined in Section 1504(a) of the Code) of which any Purchased Subsidiary was a member (other than a Seller Group) and (ii) with respect to any other Taxes, any consolidated, combined, unitary or other group of which any Purchased Subsidiary was a member (other than a Seller Group).

Legacy Group means any or all of: (i) SES Legacy Holdings, LLC (“Legacy Owner Holdco”); (ii) Crestview Partners II SES Investment, LLC (“Crestview Holdco”); (iii) any funds, limited partnerships or other investment entities or vehicles managed by Crestview Advisors, L.L.C. or controlled by Crestview Partners II GP, L.P., (the “Crestview Entities”); (iv) B-29 Investments LP; (v) Sunray Capital, LP; (vi) Proactive Investments, LP; (vii) any or all of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, and any officers or directors of the Corporation; (viii) successors in interest to, assigns of, third-party transferees of all or substantially all of the ownership interests of, and Affiliates (as defined in Section 10.2, and other than the Corporation) of any of the persons referenced in the immediately preceding clauses (i) through (viii); and (ix) any person (1) who holds equity interests in Legacy Owner Holdco or Crestview Holdco and (2) executes an agreement for purposes of maintaining shared control over the governance, business and affairs of the Corporation, with any of Crestview Holdco, B-29 Investments LP or Sunray Capital, LP in a form mutually acceptable to the parties thereto, and excluding, for the avoidance of doubt, any Person who acquires voting stock of the Corporation through a broker’s transaction executed on any securities exchange or other over-the-counter market or pursuant to an underwritten public offering. The “SCF Group” means any and all of (a) SCF-VI, L.P.; (b) SCF-VII, L.P.; (c) SCF-VII(A), L.P.; and (d) any funds, limited partnership or other investment entities or vehicles managed or controlled by SCF Partners, Inc. For purposes of this Amended and Restated Certificate of Incorporation, beneficial ownership of shares shall be determined in accordance with Rule 13d-3 promulgated under the Exchange Act.